The Board recognises the importance of good corporate practice and is committed to maintaining high standards of corporate governance throughout the group. The directors intend to comply with the UK Corporate Governance Code in such respects as are appropriate for a company of this size, nature and stage of development.
The Board meets regularly and has overall responsibility for ensuring that the group is properly led and controlled, and is accountable to shareholders for financial and operational performance. These responsibilities include the overall strategy of the group, approval of significant items of expenditure and consideration of significant financing matters pertaining to the group.
The Board has established an Audit & Risk Committee, a Remuneration Committee and a Nomination Committee with formally delegated duties and responsibilities. The Audit & Risk Committee and Nomination Committee each comprise of three non-executive directors, while the Remuneration Committee comprises of four non-executive directors, who invite other members of the Board to attend meetings as appropriate.
The Remuneration Committee is chaired by Rian Dartnell. It reviews the performance of executive directors and sets the scale and structure of their remuneration and reviews the basis of their service agreements with due regard to the interests of the shareholders. The Remuneration Committee also makes recommendations to the Board concerning the allocation of share options to directors and employees. The remuneration and terms of appointment of non-executive directors will be set by the Board.
The company has a remuneration policy, the aim of which is to provide, in the context of the group’s business strategy, remuneration that will attract and retain high calibre executives and staff. In order to achieve this, total rewards are set at levels that are competitive within the relevant market. Rewards are earned through the achievement of objectives based on measures consistent with shareholder interests. View the Remuneration Committee Terms of Reference.
The Audit & Risk Committee is chaired by Peter Roth, it meets at least twice each year and is responsible for monitoring the quality of internal control, ensuring that the financial performance of the company is properly measured and reported on, meeting with the auditors and reviewing reports from the auditors relating to accounting and internal controls.
The Chief Financial Officer is invited to attend meetings but the committee meets with the auditors at least once a year without the Chief Financial Officer being present. View the Audit & Risk Committee Terms of Reference.
The Nomination Committee is chaired by Jane Stabile. It is responsible for reviewing and proposing appointments to the Board and the various Board committees. In addition, the committee has responsibility for reviewing the composition of the Board and for selecting candidates for appointment, to meet the desired composition. View the Nomination Committee Terms of Reference.